FIFTH SUPPLEMENTAL INDENTURE DATED AS OF February 1, 2008 to INDENTURE dated as of May 7, 2002 among COORS BREWING COMPANY, as Issuer THE GUARANTORS NAMED THEREIN, as Guarantors and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
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Exhibit 4.4
FIFTH SUPPLEMENTAL INDENTURE
DATED AS OF February 1, 2008
to
INDENTURE
dated as of May 7, 2002
among
COORS BREWING COMPANY,
as Issuer
THE GUARANTORS NAMED THEREIN,
as Guarantors
and
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Trustee
FIFTH SUPPLEMENTAL INDENTURE, dated as of February 1, 2008 (this "Fifth Supplemental Indenture"), to the Indenture dated as of May 7, 2002, as supplemented by the First Supplemental Indenture thereto dated as of May 7, 2002, the Second Supplemental Indenture thereto dated as of October 3, 2003, the Third Supplemental Indenture thereto dated as of February 17, 2005, and the Fourth Supplemental Indenture thereto dated April 10, 2007 (collectively, the "Original Indenture" and, together with this Fifth Supplemental Indenture, the "Indenture"), among Coors Brewing Company, a Colorado corporation (the "Company"), Molson Coors Brewing Company (f/k/a Xxxxxx Xxxxx Company), a Delaware corporation, Coors Distributing Company, a Colorado corporation, Coors International Market Development, L.L.L.P., a Colorado limited liability limited partnership, Coors Worldwide, Inc., a Colorado corporation, Coors Global Properties, Inc. (f/k/a Coors Caribe, Inc.), a Colorado corporation, Coors International, Inc., a Colorado corporation, Coors Brewing Company International, Inc., a Colorado corporation, Molson Coors Capital Finance ULC, a Nova Scotia unlimited liability company, Molson Coors International L.P., a Delaware limited partnership, CBC Holdco, Inc., a Colorado corporation, MCBC International Holdco, Inc., a Colorado corporation, Molson Coors International General, ULC, a Nova Scotia unlimited liability company, Coors International Holdco, ULC, a Nova Scotia unlimited liability company, Molson Coors Callco ULC, a Nova Scotia unlimited liability company (collectively, the "Guarantors"), and Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee (the "Trustee").
WHEREAS, the Company, the Guarantors and the Trustee are authorized to enter into this Fifth Supplemental Indenture pursuant to Section 9.01(2) of the Original Indenture;
WHEREAS, MCBC International Holdco, Inc., a Guarantor, has merged with and into CBC Holdco, Inc., a Guarantor, with CBC Holdco, Inc. being the surviving Person; and
WHEREAS, Section 5.01(b) of the Indenture requires that when a Guarantor merges into another Person, the surviving Person shall expressly assume all the obligations of such Guarantor, if any, under its Subsidiary Guaranty and this Indenture.
NOW, THEREFORE, THIS FIFTH SUPPLEMENTAL INDENTURE WITNESSETH:
That the parties hereto hereby agree as follows:
Section 1 Defined Terms; Rules of Interpretation. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed thereto in the Original Indenture. The rules of interpretation set forth in the Original Indenture shall be applied hereto as if set forth in full herein.
Section 2 Assumption of Obligations. CBC Holdco, Inc. hereby expressly assumes all the obligations of MCBC International Holdco, Inc. under its Subsidiary Guaranty and this Indenture.
Section 3 Ratification of Original Indenture: Supplemental Indentures Part of Original Indenture. Except as expressly amended or supplemented hereby, the Original Indenture (as modified by the First Supplemental Indenture, Second Supplemental Indenture, Third Supplemental Indenture and Fourth Supplemental Indenture) is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Fifth Supplemental Indenture shall form a part of the Original Indenture (as modified by the First Supplemental Indenture, Second Supplemental Indenture, Third Supplemental Indenture and Fourth Supplemental Indenture) for all purposes, and every Holder of any Securities heretofore or hereafter authenticated and delivered pursuant thereto shall be bound hereby. Except only insofar as the Original Indenture (as modified by the First Supplemental Indenture, Second Supplemental Indenture, Third Supplemental Indenture and Fourth Supplemental Indenture) may be inconsistent with the express provisions of this Fifth Supplemental Indenture, in which case the terms of this Fifth Supplemental Indenture shall govern and supersede those contained in the Original Indenture (as modified by the First Supplemental Indenture, Second Supplemental Indenture, Third Supplemental Indenture and Fourth Supplemental Indenture), this Fifth Supplemental Indenture shall henceforth have effect so far as practicable as if all the provisions of the Original Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture and this Fifth Supplemental Indenture were contained in one instrument.
Section 4 Counterparts. This Fifth Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.
Section 5 Governing Law. This Fifth Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York but without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby.
Section 6 Concerning the Trustee. In carrying out the Trustee's responsibilities hereunder, the Trustee shall have all of the rights, protections, and immunities which the Trustee possesses under the Original Indenture (as modified by the First Supplemental Indenture, Second Supplemental Indenture, Third Supplemental Indenture and Fourth Supplemental Indenture). The recitals contained herein shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Fifth Supplemental Indenture.
IN WITNESS WHEREOF, the parties have caused this Fifth Supplemental Indenture to be duly executed by their respective officers thereunto duly authorized as of the date first above written.
COORS BREWING COMPANY |
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By: |
/s/ XXXXXXX X. XXXXXX |
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| Name: | Xxxxxxx X. Xxxxxx | ||||||||
| Title: | Treasurer, Chief Corporate Finance Officer | ||||||||
GUARANTORS: |
|||||||||
MOLSON COORS CAPITAL FINANCE ULC |
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By: |
/s/ XXXXXXX X. XXXXXX |
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| Name: | Xxxxxxx X. Xxxxxx | ||||||||
| Title: | President and Chief Executive Officer | ||||||||
MOLSON COORS BREWING COMPANY |
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By: |
/s/ XXXXXXX X. XXXXXX |
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| Name: | Xxxxxxx X. Xxxxxx | ||||||||
| Title: | Vice President, Global Treasurer | ||||||||
COORS DISTRIBUTING COMPANY |
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By: |
/s/ XXXXXXX X. XXXXXX |
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| Name: | Xxxxxxx X. Xxxxxx | ||||||||
| Title: | Treasurer | ||||||||
2
CBC HOLDCO, INC. |
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By: |
/s/ XXXXXXX X. XXXXXX |
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| Name: | Xxxxxxx X. Xxxxxx | ||||||||
| Title: | President | ||||||||
MOLSON COORS INTERNATIONAL LP |
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By: |
MOLSON COORS INTERNATIONAL GENERAL, ULC Its General Partner |
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By: |
/s/ XXXXXXX X. XXXXXX |
||||||||
| Name: | Xxxxxxx X. Xxxxxx | ||||||||
| Title: | Chief Financial Officer | ||||||||
MOLSON COORS INTERNATIONAL GENERAL, ULC |
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By: |
/s/ XXXXXXX X. XXXXXX |
||||||||
| Name: | Xxxxxxx X. Xxxxxx | ||||||||
| Title: | Chief Financial Officer | ||||||||
COORS INTERNATIONAL HOLDCO, ULC |
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By: |
/s/ XXXXXXX X. XXXXXX |
||||||||
| Name: | Xxxxxxx X. Xxxxxx | ||||||||
| Title: | Chief Financial Officer | ||||||||
MOLSON COORS CALLCO ULC |
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By: |
/s/ XXXXXXX X. XXXXXX |
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| Name: | Xxxxxxx X. Xxxxxx | ||||||||
| Title: | Chief Financial Officer | ||||||||
COORS INTERNATIONAL MARKET DEVELOPMENT, L.L.L.P. |
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By: |
COORS GLOBAL PROPERTIES, INC., Its General Partner |
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By: |
/s/ XXXXX XXXX XXXXXX |
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| Name: | Xxxxx Xxxx Xxxxxx | ||||||||
| Title: | President | ||||||||
3
COORS GLOBAL PROPERTIES, INC. |
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By: |
/s/ XXXXX XXXX XXXXXX |
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| Name: | Xxxxx Xxxx Xxxxxx | ||||||||
| Title: | President | ||||||||
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee |
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By: |
/s/ XXXXX XXXXXXXXXXXX |
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| Name: | Xxxxx Xxxxxxxxxxxx | ||||||||
| Title: | Assistant Vice President | ||||||||
By: |
/s/ XXXXX XXXXXXX |
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| Name: | Xxxxx Xxxxxxx | ||||||||
| Title: | Assistant Vice President | ||||||||
4
FIFTH SUPPLEMENTAL INDENTURE DATED AS OF February 1, 2008 to INDENTURE dated as of May 7, 2002 among COORS BREWING COMPANY, as Issuer THE GUARANTORS NAMED THEREIN, as Guarantors and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
